A. The GN is the owner of the property rights in a digital mapping data base known as the "GN
Community Data Base Mapping" and which exists, in one form, as a digital "soft copy" comprised of GIS Datasets
and AutoCAD Drawings containing information which are combined to create maps of various communities in
Nunavut, the said Drawings and Datasets being Cadastral (land parcels), Hydrology, Transportation, Buildings,
Infrastructure, and Index and Intermediate Contours (the said data base herein the "Digital Mapping Data Base").
B. The Digital Mapping Data Base was created, at the expense of the GN, in part, for visual purposes
and, in part, as an aid to the development of communities in Nunavut including, without limiting the
foregoing, for planning and design work purposes.
C. The Licensee wishes to obtain and make use of a soft copy of the Digital Mapping Data Base.
D. The GN has agreed to make a soft copy of the Digital Mapping Data Base available to the Licensee
and to grant a non-exclusive licence to the Licensee to use the Digital Mapping Data Base for certain
purposes, subject to the terms and conditions specified in this Licence Agreement.
NOW THEREFORE, in consideration of the GN providing a soft copy of the Digital Mapping Data Base to
the Licensee, receipt of which is acknowledged by the Licensee, the parties agree as follows:
1. The GN is the owner of the property rights in the Digital Mapping Data Base and that the Digital
Mapping Data Base is protected under the Copyright Act (Canada).
2. The Licensee shall not dispute or contest, directly or indirectly, the validity, ownership or enforceability
of the GN’s right, title or interest in and to the Digital Mapping Data Base.
3. The GN is under no obligation to provide to the Licensee any up-dated or revised versions of the Digital
Mapping Data Base.
4. The Licensee has been granted a non-exclusive licence for a term of one (1) year from the date of this
Licence Agreement to use the Digital Mapping Data Base anywhere in Canada for the purposes specified
in this Licence Agreement. The GN has not agreed to transfer or assign to the Licensee the whole or any
part of the GN’s right, title or interest in or to the Digital Mapping Data Base.
5. Except as otherwise expressly provided in this Licence Agreement, the Licensee shall not, without the
prior written consent of the GN:
(a) duplicate or reproduce, in whole or in part, the Digital Mapping Data
(b) sell, loan, lease, distribute, transfer, grant, licence, sub-licence or assign Base in any form or
format whatsoever; or the Digital Mapping Data Base or any of the rights granted to the Licensee pursuant
to this Licence Agreement to any third party.
6. The Licensee shall use the Digital Mapping Data Base on a single computer only and shall not
use the Digital Mapping Data Base in connection with systems, multiple central processing units, computer
networks or emulations on a mainframe or microcomputer without the written consent of the GN.
7. The Licensee may make only one (1) additional copy of the Digital Mapping Data Base for the purpose
of backup only, which copy shall not be used except in the event the primary copy has been damaged,
destroyed or lost, and which copy shall have reproduced thereon the copyright notice appearing on the
primary copy of the Digital Mapping Data Base provided by the GN to the Licensee.
8. The Licensee may use the Digital Mapping Data Base to create new drawings with new layers,
alterations and enhancements (herein "New Drawings") subject to the following specific terms and
conditions:
(a) the New Drawings, in whatever form or format whatsoever they are produced, must contain a
reference which:
(i) acknowledges that the Digital Mapping Data Base was used as a basis for the preparation of
the New Drawings and that the Digital Mapping Data Base is the property of the GN;
(ii) the GN makes no guarantees, representations or warranties respecting the Digital Mapping
Data Base, express or implied, arising by law or otherwise, including but not limited to, the
effectiveness, completeness, accuracy or fitness for any particular purpose of the Digital
Mapping Data Base; and
(iii) indicates the New Drawings have been produced through the use of new layers, alterations or
enhancements made to the Digital Mapping Data Base exclusively by the Licensee; and
(b) the Licensee may charge a fee to third persons for whom the New Drawings were prepared based solely
on the time spent by the Licensee in creating and producing the New Drawings but such fee shall not
include, directly or indirectly, any cost or charge for the Digital Mapping Data Base used by the
Licensee to prepare the New Drawings.
9. Since the Digital Mapping Data Base has been provided to the Licensee free of charge, the Digital
Mapping Data Base is provided on an "AS IS" basis, and the GN makes no guarantees, representations or
warranties respecting the Digital Mapping Data Base, express or implied, arising by law or otherwise,
including but not limited to, the effectiveness, completeness, accuracy or fitness for any particular purpose
of the Digital Mapping Data Base.
10. The GN shall not be liable in respect of any claim, demand or action, irrespective of the nature of the
cause of the claim, demand or action alleging any loss, injury or damages, direct or indirect, which may
result from the Licensee’s use or possession of the Digital Mapping Data Base or in any way relating to
this Licence Agreement, including, without limiting the foregoing, liability for loss of profits or contracts, or
any consequential loss of any kind incurred or suffered by the Licensee.
11. The Licensee shall indemnify and save harmless the GN, its Ministers and employees, from and
against any claim, demand or action, irrespective of the nature of the cause of the claim, demand or
action, alleging loss, costs (including lawyer’s costs), expenses, damages or injuries (including injuries
resulting in death) arising out of the Licensee’s use or possession of the Digital Mapping Data Base or in
any way relating to this Licence Agreement.
12. The GN may, at its option, immediately terminate or cancel this Licence Agreement and all rights
granted to the Licensee pursuant this Licence Agreement, without notice or prior opportunity to cure, if the
Licensee:
(a) makes a general assignment for the benefit of creditors or a proposal or arrangement under the
Bankruptcy and Insolvency Act (Canada) (herein the "Act"), if a petition is filed against the Licensee
under the Act, if the Licensee is declared or adjudicated bankrupt, if a liquidator, trustee in bankruptcy,
custodian, receiver or any other officer with similar powers is appointed of or for the Licensee or if the
Licensee commits any act of bankruptcy or shall propose an arrangement or compromise or institute proceedings
to be adjudged bankrupt or insolvent;
(b) assigns or attempts to assign this Licence Agreement or any of the rights hereunder to any person, without
the written consent of the GN; or
(c) is in breach or in default in respect of any other covenant or agreement on the part of the Licensee contained
in this Licence Agreement.
13. Upon the expiration or termination of this Licence Agreement for any reason whatsoever, the
Licensee shall return to the GN all copies of the Digital Mapping Data Base in the possession of the
Licensee.
14. The failure of the GN to exercise any of its rights hereunder or the delay in the exercise of such rights
by the GN, shall not operate as a waiver by the GN of such rights.
15. Any notices to the Licensee by the GN may be mailed by registered mail or delivered to the Licensee
at the address specified by the Licensee under the Licensee’s signature hereunder. Any notices mailed
shall be deemed to have been received by the Licensee five (5) days after the date on which the same
were mailed.
16. This Licence Agreement shall be governed and construed in accordance with the laws of Nunavut
including the laws of Canada applicable therein and the Licensee agrees to irrevocably attorn to the
jurisdiction of the courts of Nunavut for the resolution of any disputes or proceedings arising from or
pursuant to this Licence Agreement.
17. If a court of competent jurisdiction should find any provision of this Licence Agreement to be invalid or
unenforceable, such finding shall not affect or impair the validity or enforceability of the remaining
provisions.